Logitech 2015 Annual Report Download - page 51

2015 Annual General Meeting Invitation, Proxy Statement
41 | – Proxy Statement
Corporate Governance and Board of Directors Matters
Board Responsibilities and Structure
The Board of Directors is responsible for supervising the
management of the business and affairs of the Company.
In addition to the non-transferable powers and duties of
boards of directors under Swiss law, the Logitech Board
of Directors also has the following responsibilities:
• the signatory power of its members;
• the approval of the budget submitted by the Chief
Executive Officer;
• the approval of investments or acquisitions of more
than USD 10 million in the aggregate not included in
the approved budgets;
• the approval of any expenditure of more than USD10
million not specifically identified in the approved
budgets; and
• the approval of the sale or acquisition, including related
borrowings, of the Company’s real estate.
The Board of Directors has delegated the management
of the Company to the Chief Executive Officer and
the executive officers, except where Swiss law or the
Company’s Articles of Incorporation or Organizational
Regulations (By-Laws) provide differently.
Board Leadership Structure
The Board has since 1997 had a general practice that the
positions of Chairman of the Board and Chief Executive
Officer should be held by separate persons as an aid in
the Board’s oversight of management. Since 1997, the
Chairman has been a former Chief Executive Officer of the
Company and has served as a full-time senior executive.
Logitech believes that there are advantages to having a
former Chief Executive Officer as Chairman, for matters
such as: leadership continuity; day-to-day assistance to
and oversight of the Chief Executive Officer and other
executive officers; and facilitating communications and
relations between the Board, the Chief Executive Officer,
and other senior management.
Mr. De Luca, the Company’s former Chief Executive
Officer and current Chairman, has served in that role
since January 2008. On July 27, 2011, Mr. De Luca
assumed the role of acting President and Chief Executive
Officer, in addition to continuing his duties as Chairman,
at the request of the Board of Directors. The Board
appointed Bracken Darrell as President as of April 9,
2012, and he became the Chief Executive Officer as of
January 1, 2013. The Board considered the holding of
both the Chairman and Chief Executive Officer positions
by Mr. De Luca as a temporary arrangement, and
returned to its general practice of the positions being held
by separate persons upon the appointment of Mr. Darrell
as Chief Executive Officer.
The Chairman of the Board is elected by the shareholders
on an annual basis, at the Annual General Meeting of
Shareholders. The Secretary of the Board of Directors
is appointed at the Board meeting coinciding with the
Annual General Meeting of Shareholders. As of June 30,
2015, the Secretary was Mr. Bryan Ko, the Company’s
General Counsel.
Role of the Chairman and of the Chief
Executive Officer
The Chairman assumes a leading role in mid- and
long-term strategic planning and the selection of top-
level management, and he supports major transaction
initiatives of Logitech.
The Chief Executive Officer manages the day-to-day
operations of Logitech, with the support of the other
executive officers. The Chief Executive Officer has, in
particular, the following powers and duties:
• defining and implementing short and medium
term strategies;
• preparing the budget, which must be approved by the
Board of Directors;
• reviewing and certifying the Company’s annual report;